Longtime Phish lyricist Tom Marshall wrote the words; frontman Trey Anastasio wrote the music. Paul Fox did the editing, mixing, and production.
Marshall took inspiration for most of the lyrics from Julius Caesar by William Shakespeare. However, the chorus doesn't mean anything at all (according to Marshall himself) - he just threw it together on the way to the studio.
Shakespeare's Julius Caesar is a tragedy that tells a dramatized version of the Roman dictator who ruled from 100 to 44 BC.
A group of gospel singers called The Rickey Grundy Chorale perform on this song. They almost refused to play because of the lyric, "'Cause if you lay it on a brother when he's sleeping, wake up in the morning you'll be gone." Marshall and Phish assured them that the words don't really mean anything and so the chorale agreed to record.
The Tower Of Power horn section played on this track. That group has been around since 1968, with their well-respected horn section often appearing on tracks for other artists.